EXHIBIT 10.2  








GEHL COMPANY  



2004 EQUITY INCENTIVE
PLAN  



NON-QUALIFIED STOCK
OPTION AGREEMENT  






        THIS
AGREEMENT, made and entered into as of this ____ day of _______________, ____, by and
between GEHL COMPANY, a Wisconsin corporation (the “Company”), and
______________________________ (the “Optionee”). 



W I T N E S S E T H : 



        WHEREAS,
the Company has adopted the Gehl Company 2004 Equity Incentive Plan (the
“Plan”), the terms of which, to the extent not stated herein, are specifically
incorporated by reference in this Agreement; and 



        WHEREAS,
one of the purposes of the Plan is to permit the granting of options to purchase shares of
the Company’s Common Stock, $.10 par value (the “Common Stock”), to certain
key employees of the Company and its affiliates; and 



        WHEREAS,
the Optionee is now employed by the Company or an affiliate of the Company in a key
capacity, and the Company desires the Optionee to remain in such employ, and to secure or
increase his stock ownership in the Company in order to increase his incentive and
personal interest in the welfare of the Company. 



        NOW,
THEREFORE, in consideration of the premises and of the covenants and agreements herein
set forth, the parties hereby mutually covenant and agree as follows: 



        1.     Grant
of Option. Subject to the terms and conditions of the           Plan and
this Agreement, the Company grants to the Optionee an option (the           “Option”)
to purchase from the Company all or any part of the           aggregate amount of _______
shares of Common Stock (the “Optioned           Shares”). The Option is
intended to constitute a non-qualified stock option           and shall not be treated as
an incentive stock option within the meaning of           Section 422 of the Internal
Revenue Code of 1986, as amended.  




        2.     Option
Price. The price to be paid for the Optioned Shares           shall be
$______ per share, which has been determined by the Compensation           Committee of
the Board of Directors of the Company (the “Committee”)           to be not
less than 100% of the fair market value of such stock on the date of           grant of
the Option.  

















        3.     Exercisability
and Termination of Option. Except as           provided herein, the Option
may be exercised only while the Optionee is an           employee of either the Company
or an affiliate of the Company and only if the           Optionee has been continuously
so employed since the date of grant of the           Option. Subject to Paragraph 6,
the Option may be exercised by the Optionee           in whole, or in part from time to
time, during the period beginning           ______________, ____, and ending
_____________________, ____, but only in           accordance with the following
schedule:  




	Elapsed Period of Time

After Date Option is Granted 
	Cumulative Percentage of Shares

Subject to Option Which May be Purchased

(which number of shares shall be rounded

down to the nearest whole number) 

	Less than One (1) Year	0 %
	One (1) Year	33-1/3 %
	Two (2) Years	66-2/3 %
	Three (3) Years	100 %






provided, however, that
notwithstanding the foregoing vesting schedule, the Option shall become immediately
exercisable in full following a Change of Control of the Company (as such term is defined
in the Plan). 



        4.     Manner
of Exercise and Payment. Subject to the provisions           of Paragraph
3 hereof, the Option may be exercised only by written notice to the           Company,
served upon the Secretary of the Company at its office at West Bend,           Wisconsin,
specifying the number of shares in respect to which the Option is           being
exercised. Subject to the provisions of this Agreement, the notice of           exercise
must be accompanied by full payment of the option price of the shares           being
purchased (i) in cash or by certified check or bank draft; (ii) by           tendering
previously acquired shares of Common Stock (valued at their “fair           market
value” as determined in the manner provided below); or (iii) by any
          combination of the means of payment set forth in subparagraphs (i) and (ii).
For           purposes of this Paragraph 4, the “fair market value” of a share
of           Common Stock shall be equal to the last per share sale price of such Common
          Stock as reflected on The Nasdaq Stock Market on the trading day next preceding
          the date of exercise; provided, however, that if the principal
          market for the shares of Common Stock is then a national securities exchange,
          the “fair market value” shall be the closing price per share for the
          Common Stock on the principal securities exchange on which the Common Stock is
          traded on the trading date next preceding the date of exercise, or, in either
          case above, if no trading occurred on the trading date next preceding the
          exercise date, then the “fair market value” per share of Common Stock
          shall be determined with reference to the next preceding date on which the
          Common Stock was traded. For purposes of subparagraphs (ii) and (iii) above,
the           term “previously acquired shares of Common Stock” shall only
include           Common Stock owned by the Optionee for at least six months prior to the
exercise           of the Option and shall not in any event include shares of Common
Stock which           are being acquired pursuant to the exercise of the Option. No
shares shall be           issued until full payment therefor has been made.  











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        5.     Nontransferability
of the Option. The Option shall not be           assignable, alienable,
saleable or transferable by the Optionee other than by           will or the laws of
descent and distribution; provided, however,           that the Optionee
shall be entitled, in the manner provided in Paragraph 9           hereof, to
designate a beneficiary to exercise his rights, and to receive any           shares of
Common Stock issuable, with respect to the Option upon the death of           the
Optionee. The Option may be exercised during the lifetime of the Optionee           only
by the Optionee or, if permitted by applicable law, the Optionee’s
          guardian or legal representative.  




        6.     Exercisability
After Termination of Employment.  




                (a)     Death
or Disability; Retirement. In the event the Optionee           dies while
he is in the employ of the Company or any affiliate or if his           employment is
terminated by reason of his retirement on or after attaining age           60 or by
reason of his disability, the Option, to the extent not theretofore           exercised,
may be exercised in full as follows: (i) by the legal representative           of the
Optionee (who for purposes of this Agreement may be the Optionee’s
          beneficiary as designated pursuant to Paragraph 9) at any time within twelve
          months after the date of the Optionee’s death while in the employ of the
          Company or any affiliate; or (ii) by the Optionee or his legal representative
or           guardian at any time within twelve months after the termination of the
          Optionee’s employment by reason of retirement on or after attaining age 60
          or by reason of his disability, but in no event under subparagraphs (i) or (ii)
          later than ten years after the date of grant of the Option.  




                (b)     Voluntary
Termination; Termination for Cause. In the event           the Optionee
voluntarily terminates his employment with the Company and any           affiliates or if
his employment is terminated for Cause (as hereinafter           defined), the Option, to
the extent not theretofore exercised, shall immediately           terminate upon such
termination of employment. For purposes of this Agreement,           the term Cause shall
mean any termination of the Optionee by action of the Board           of Directors of the
Company because of the failure of the Optionee to fulfill           his obligations with
the Company or any affiliate thereof or because of serious           willful misconduct
by the Optionee in respect of his obligations with the           Company or any affiliate
thereof which would cause a substantial and           demonstrable detriment to the
Company, as, for example, the commission by the           Optionee of a felony or the
perpetration by the Optionee of a common-law fraud           against the Company or any
affiliate thereof, or any major material action           (i.e., not procedural or
operational differences) taken against the           expressed directive of the Board of
Directors of the Company.  




                (c)     Other.
In the event that the Optionee is discharged or           leaves the employ of the
Company and its affiliates for any reason (other than           the death or disability
of the Optionee, the retirement of the Optionee on or           after attaining age 60,
the Optionee’s voluntary termination of his           employment or the termination
of the Optionee for Cause), the Option, to the           extent not theretofore exercised
but then permitted under the percentage           limitations of Paragraph 3 hereof, may
be exercised by the Optionee or by his           legal representative or guardian at any
time within three months after the date           of termination of employment upon the
tender to the Company, in cash or its           equivalent, of the full purchase price,
but in no event later than ten years           after the date of grant of the Option.  









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        7.     Tax
Withholding. The Company may deduct and withhold from any cash
          otherwise payable to the Optionee (whether payable as salary, bonus or other
          compensation) such amount as may be required for the purpose of satisfying the
          Company’s obligation to withhold Federal, state or local taxes. Further,
in           the event the amount so withheld is insufficient for such purpose, the
Company           may require that the Optionee pay to the Company upon its demand or
otherwise           make arrangements satisfactory to the Company for payment of such
amount as may           be requested by the Company in order to satisfy its obligation to
withhold any           such taxes.  




                The
Optionee shall be permitted to satisfy the Company’s tax withholding requirements by
making a written election (in accordance with such rules and regulations and in such form
as the Committee may determine) to have the Company withhold shares of Common Stock
otherwise issuable to the Optionee (the “Withholding Election”) or to deliver
to the Company shares of Common Stock (the “Delivery Election”) in each case
having a fair market value on the date income is recognized (the “Tax Date”)
pursuant to the exercise of the Option equal to the minimum amount required to be
withheld. If a Delivery Election is in effect at the time of the exercise of the Option,
the Optionee shall deliver the shares of Common Stock subject to such Delivery Election
on, or as soon as practicable after, the Tax Date. If the number of shares of Common
Stock withheld or delivered to satisfy withholding tax requirements shall include a
fractional share, the number of shares withheld or delivered shall be reduced to the next
lower whole number and the Optionee shall deliver cash in lieu of such fractional share,
or otherwise make arrangements satisfactory to the Company for payment of such amount. A
Withholding Election or Delivery Election must be received by the Secretary of the
Company on or prior to the Tax Date.  




        8.     Capital
Adjustments Affecting the Common Stock. The number           of Optioned
Shares subject hereto and the related per share exercise price shall           be subject
to adjustment in accordance with Section 4(b) of the Plan.  




        9.     Designation
of Beneficiary.  




                (a)     
The person whose name           appears on the signature page hereof after the caption
“Beneficiary”          or any successor designated by the Optionee in
accordance herewith (the person           who is the Optionee’s beneficiary at the
time of his death is herein           referred to as the “Beneficiary”) shall
be entitled to exercise the           Option, to the extent it is exercisable, after the
death of the Optionee. The           Optionee may from time to time revoke or change his
beneficiary without the           consent of any prior beneficiary by filing a new
designation with the Committee.           The last such designation received by the
Committee shall be controlling; provided, however, that no designation, or
change or revocation           thereof, shall be effective unless received by the
Committee prior to the           Optionee’s death, and in no event shall any
designation be effective as of           a date prior to such receipt.  





                (b)               If
no such Beneficiary designation is in effect at the time of the           Optionee’s
death, or if no designated Beneficiary survives the Optionee or           if such
designation conflicts with law, the Optionee’s estate acting           through his
legal representative shall be entitled to exercise the Option, to           the extent it
is exercisable after the death of the Optionee. If the Committee           is in doubt as
to the right of any person to exercise the Option, the Company           may refuse to
recognize such exercise, without liability for any interest or           dividends on the
Optioned Shares, until the Committee determines the person           entitled to exercise
the Option, or the Company may apply to any court of           appropriate jurisdiction
and such application shall be a complete discharge of           the liability of the
Company therefor.  







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        10.     Transfer
Restriction. The shares to be acquired upon           exercise of the
Option may not be sold or offered for sale except pursuant to an           effective
registration statement under the Securities Act of 1933, as amended,           or in a
transaction which, in the opinion of counsel for the Company, is exempt           from
the registration provisions of said Act.  




        11.     Status
of Optionee. The Optionee shall not be deemed for           any purposes
to be a shareholder of the Company with respect to any of the           Optioned Shares
except to the extent that the Option shall have been exercised           with respect
thereto, the shares shall have been fully paid, and a stock           certificate issued
therefor. Neither the Plan nor the Option shall confer upon           the Optionee any
right to continue in the employ of the Company, nor to           interfere in any way
with the right of the Company to terminate the employment           of the Optionee at
any time.  




        12.     Powers
of the Company Not Affected. The existence of the           Option shall
not affect in any way the right or power of the Company or its           shareholders to
make or authorize any or all adjustments, recapitalizations,           reorganizations or
other changes in the Company’s capital structure or its           business, or any
merger or consolidation of the Company, or any issuance of           bonds, debentures,
preferred or prior preference stock ahead of or affecting the           Common Stock or
the rights thereof, or dissolution or liquidation of the           Company, or any sale
or transfer of all or any part of the Company’s assets           or business or any
other corporate act or proceeding, whether of a similar           character or otherwise.  




        13.     Interpretation
by Committee. As a condition of the granting           of the Option, the
Optionee agrees, for himself and his legal representatives or           guardians, that
this Agreement shall be interpreted by the Committee and that           any
interpretation by the Committee of the terms of this Agreement and any
          determination made by the Committee pursuant to this Agreement shall be final,
          binding and conclusive.  




        IN
WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly
authorized officers, and the Optionee has hereunto affixed his hand as of the day and
year first above written.  




		GEHL COMPANY



		By:   	   

			Name / Title



 
		Attest:   	   

			Name / Title
 






		
		______________________________________, Optionee










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		Beneficiary:   	   







		Address of Beneficiary:   	   
		   

		   







		Beneficiary's Tax Identification/   
		Social Security No.:   	 


























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